AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON. __________, 2003
REGISTRATION NO. ________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Hairmax International f/k/a National Beauty Corp.
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(Exact name of Registrant as specified in its charter)
Nevada 13-3422912
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4810 W. Commercial Boulevard
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Fort Lauderdale, FL 33319
(Address of Principal Executive Offices, including ZIP Code)
2003 Non-Qualified Stock Compensation Plan
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(Full title of the plan)
Edward Roth
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4810 W. Commercial Blvd.
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Fort Lauderdale, FL 33319
(Name and address of agent for service)
(954) 717-8680
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED PROPOSED
SECURITIES AMOUNT OF MAXIMUM MAXIMUM AMOUNT OF
TO BE SHARES OFFERING AGGREGATE REGISTRATION
REGISTERED TO BE REGISTERED PRICE PER OFFERING FEE
SHARE PRICE(1)
- ---------- ---------------- --------- --------- ------------
..001 par
value 700,000 $ .25 (1) $175,000 $14.16
common stock
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TOTALS 700,000 $175,000 $14.16
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<FN>
(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the Securities
Act of 1933, as amended, and is calculated on the basis of the average of the
high and low prices reported on the OTC Bulletin Board as of August 6, 2003.
PROSPECTUS
Hairmax International
700,000 Shares Of Common Stock
This prospectus relates to the offer and sale by Hairmax International, a
Nevada corporation, of 700,000 shares of its $.001 par value per share common
stock to certain employees, officers, directors and consultants (the
"consultants") pursuant to consulting agreements and the 2003 Non-Qualified
Stock Compensation Plan (the "Stock Plan"). Pursuant to the Stock Plan and the
consulting agreements, in payment for services rendered, Hairmax International
is registering hereunder and then issuing, upon receipt of adequate
consideration therefore, to the consultants and persons covered by the Stock
Plan, 700,000 shares of common stock.
The common stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of Hairmax
International within the meaning of the Securities Act of 1933 (the "Act") may
sell all or part of the shares in any way permitted by law, including sales in
the over-the-counter market at prices prevailing at the time of such sale.
Hairmax International is registering 38,000 shares for affiliates of the
company. An affiliate is summarily, any director, executive officer or
controlling shareholder of Hairmax International or any one of its subsidiaries.
An "affiliate" of Hairmax International is subject to Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). If a
consultant who is not now an "affiliate" becomes an "affiliate" of Hairmax
International in the future, he/she would then be subject to Section 16(b) of
the Exchange Act. The common stock is traded on the OTC Bulletin Board under the
symbol "HRMX."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is August 4, 2003
This prospectus is part of a registration statement which was filed
and became effective under the Securities Act of 1933, as amended (the
"Securities Act"), and does not contain all of the information set forth in the
registration statement, certain portions of which have been omitted pursuant to
the rules and regulations promulgated by the U.S. Securities and Exchange
Commission (the "Commission") under the Securities Act. The statements in this
prospectus as to the contents of any contracts or other documents filed as an
exhibit to either the registration statement or other filings by Hairmax
International with the Commission are qualified in their entirety by the
reference thereto.
A copy of any document or part thereof incorporated by reference in this
prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: Hairmax International,
4810 W. Commercial Blvd., Fort Lauderdale, FL 33319. Hairmax International's
telephone number is (954) 717-8680.
Hairmax International is subject to the reporting requirements of the
Exchange Act and in accordance therewith files reports and other information
with the Commission. These reports, as well as the proxy statements, information
statements and other information filed by Hairmax International under the
Exchange Act may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington D.C. 20549.
No person has been authorized to give any information or to make any
representation, other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by Hairmax International This prospectus does not constitute an
offer or a solicitation by anyone in any state in which such is not authorized
or in which the person making such is not qualified or to any person to whom it
is unlawful to make an offer or solicitation.
Neither the delivery of this prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has not been a change
in the affairs of Hairmax International since the date hereof.
TABLE OF CONTENTS
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS 6
Item 1. The Plan Information 6
Item 2. Registrant Information and Employee Plan Annual Information 8
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 8
Item 3. Incorporation of Documents by Reference 8
Item 4. Description of Securities 8
Item 5. Interests of Named Experts and Counsel 8
Item 6. Indemnification of Officers, Directors,
Employees and Agents; Insurance 9
Item 7. Exemption from Registration Claimed 9
Item 8. Exhibits 9
Item 9. Undertakings 10
SIGNATURES 12
PART 1
INFORMATION REQUIRED IN THE SECTION 10(A)
PROSPECTUS
ITEM 1. THE PLAN INFORMATION.
THE COMPANY
Hairmax International has its principal executive offices at 4810 W.
Commercial Blvd., Fort Lauderdale, FL 33319. Hairmax International's telephone
number is (954) 717-8680.
PURPOSE
Hairmax International will issue common stock to certain consultants
pursuant to consulting agreements and the Stock Plan, which has been approved by
the Board of Directors of Hairmax International. The agreements and the Stock
Plan are intended to provide a method whereby Hairmax International may be
stimulated by the personal involvement of the consultants in Hairmax
International's future prosperity, thereby advancing the interests of Hairmax
International and all of its shareholders. The Stock Plan has been filed as an
exhibit to this registration statement.
COMMON STOCK
The Board has authorized the issuance of up to 700,000 shares of the common
stock to the consultants upon effectiveness of this registration statement.
THE CONSULTANTS
The consultants have agreed to provide their expertise and advice to
Hairmax International for the purposes set forth in the consulting agreements.
NO RESTRICTIONS ON TRANSFER
The consultants will become the record and beneficial owners of the shares
of common stock upon issuance and delivery and are entitled to all of the rights
of ownership, including the right to vote any shares awarded and to receive
ordinary cash dividends on the common stock.
TAX TREATMENT TO THE CONSULTANTS
The common stock is not qualified under Section 401(a) of the Internal
Revenue Code. The consultants, therefore, will be required for federal income
tax purposes to recognize compensation during the taxable year of issuance
unless the shares are subject to a substantial risk of forfeiture. Accordingly,
absent a specific contractual provision to the contrary, the consultants will
receive compensation taxable at ordinary rates equal to the fair market value of
the shares on the date of receipt since there will be no substantial risk of
forfeiture or other restrictions on transfer. If, however, the consultants
receive shares of common stock pursuant to the exercise of an option or options
at an exercise price below the fair market value of the shares on the date of
exercise, the difference between the exercise price and the fair market value of
the stock on the date of exercise will be deemed compensation for federal income
tax purposes. The consultants are urged to consult each of their tax advisors on
this matter. Further, if any recipient is an "affiliate," Section 16(b) of the
Exchange Act is applicable and will affect the issue of taxation.
TAX TREATMENT TO THE COMPANY
The amount of income recognized by any recipient hereunder in accordance
with the foregoing discussion will be a tax deductible expense by Hairmax
International for federal income tax purposes in the taxable year of Hairmax
International during which the recipient recognizes income.
RESTRICTIONS ON RESALES
In the event that an affiliate of Hairmax International acquires shares of
common stock hereunder, the affiliate will be subject to Section 16(b) of the
Exchange Act. Further, in the event that any affiliate acquiring shares
hereunder has sold or sells any shares of common stock in the six months
preceding or following the receipt of shares hereunder, any so called "profit,"
as computed under Section 16(b) of the Exchange Act, would be required to be
disgorged from the recipient to Hairmax International Services rendered have
been recognized as valid consideration for the "purchase" of shares in
connection with the "profit" computation under Section 16(b) of the Exchange
Act. Hairmax International has agreed that for the purpose of any "profit"
computation under 16(b), the price paid for the common stock issued to
affiliates is equal to the value of services rendered. Shares of common stock
acquired hereunder by persons other than affiliates are not subject to Section
16(b) of the Exchange Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
A copy of any document or part thereof incorporated by reference in this
registration statement but not delivered with this prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to: Hairmax International, 4810 W. Commercial Blvd., Fort Lauderdale,
FL 3319, where its telephone number is (954) 717-8680.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Hairmax International, a Nevada corporation (the
"Company"), are incorporated herein by reference:
(a) The Company's latest Annual Report on Form 10-KSB for the year ended
December 31, 2002, filed with the Securities and Exchange Commission;
(b) The reports of the Company filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the fiscal year ended December 31, 2002;
(c) A description of the Company's common stock as contained in its
Form 10-SB, as amended, filed April 30, 1999 (File No. 00030212),
including any amendment or report filed for the purpose of
updating such description; and
(d) All other documents filed by the Company after the date of this
registration statement pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which indicates that all
securities offered have been sold or which de-registers all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to
be a part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The financial statements of Hairmax International are incorporated by
reference in this prospectus as of and for the year ended December 31, 2002 and
have been audited by Perrella & Associates, P.A., independent certified public
accountants, as set forth in their report incorporated herein by reference, and
are incorporated herein in reliance upon the authority of said firm as experts
in auditing and accounting.
ITEM 6. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE.
Under Nevada law, a corporation may indemnify its officers, directors,
employees and agents under certain circumstances, including indemnification of
such person against liability under the Securities Act of 1933. A true and
correct copy of Section 78.7502 of Nevada Revised Statutes that addresses
indemnification of officers, directors, employees and agents is attached hereto
as Exhibit 99.1.
In addition, Section 78.037 of the Nevada Revised Statutes and Hairmax
International's Articles of Incorporation and Bylaws provide that a director of
this corporation shall not be personally liable to the corporation or its
stockholders for monetary damages due to breach of fiduciary duty as a director
except for liability (a) for acts or omissions not in good faith which involve
intentional misconduct, fraud or a knowing violation of law; or (b) for the
payments of distribution in violation of Nevada Revised Statute 78.300.
The effect of these provisions may be to eliminate the rights of Hairmax
International and its stockholders (through stockholders' derivative suit on
behalf of Hairmax International) to recover monetary damages against a director
for breach of fiduciary duty as a director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described in
clauses (a) - (b) of the preceding paragraph.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
(a) The following exhibits are filed as part of this registration
statement pursuant to Item 601 of the Regulation S-K and are
specifically incorporated herein by this reference:
Exhibit No. Title
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5.1 Legal opinion of Weed & Co. LLP
10.1 2003 Non-Qualified Stock Plan
23.1 Consent of Weed & Co. LLP (included in Exhibit 5.1)
23.2 Consent of Perrella & Associates, P.A.
99.1 Section 78.7502 of Nevada Revised Statutes
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
(I) include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(II) reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represents a fundamental change in the
information set forth in the registration statement;
(III) include any material information with respect to the plan
of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability pursuant to the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities offered at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) To deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3
of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise,
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by
registrant of expenses incurred or paid by a director,
officer or controlling person of registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, registrant
will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the
Act and will be governed by the final adjudication of such
issue.
The undersigned hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the city of Fort Lauderdale, State of Florida, on August 4, 2003.
Hairmax International
(Registrant)
/s/ Edward Roth
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Edward Roth
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURES TITLE DATE
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/s/ Edward Roth President, Chief Executive August 4, 2003
Officer and Director
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Edward Roth
/s/ Alisha Roth Secretary, Treasurer, Director August 4, 2003
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Alisha Roth
/s/ Barbara Patigalia Director August 4, 2003
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Barbara Patigalia
/s/ Mike Bongiovanni Chief Financial Officer, August 4, 2003
Director
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Mike Bongiovanni